SCHEDULE: GTCR & Warburg Pincus Maintain 25.7% Stake in Sotera Health
Beneficial Ownership Report Amendment
GTCR and Warburg Pincus, through a stockholders agreement, collectively report beneficial ownership of 25.7% of Sotera Health Co.'s common stock.
Summary
- GTCR Reporting Persons, along with Warburg Pincus Investors, collectively beneficially own 73,038,253 shares of Sotera Health Co. common stock.
- This represents approximately 25.7% of the 284,093,929 outstanding shares as of October 28, 2025.
- The GTCR XI Funds directly own 29,215,301 shares, while Warburg Pincus Sponsors own 43,822,952 shares.
- The beneficial ownership is reported under an Amendment No. 4 to Schedule 13G.
- The GTCR Reporting Persons disclaim beneficial ownership and dispositive power over shares held by Warburg Pincus or other investors, except as specified in the Stockholders Agreement.
Sentiment
Score: 5
Explanation: The filing is a routine regulatory disclosure of beneficial ownership and does not contain information that would inherently indicate positive or negative sentiment regarding the company's performance or prospects.
Future Outlook
This filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
Schedule 13G filings are standard disclosures by institutional investors holding more than 5% of a company's stock, indicating their passive investment intent. The continued significant stake by private equity firms like GTCR and Warburg Pincus in Sotera Health suggests ongoing institutional confidence or strategic involvement, common for companies with a history of private equity backing.
Comparison to Industry Standards
- This filing is a regulatory disclosure of beneficial ownership and does not contain performance metrics or operational results that would allow for a comparison to industry standards or specific comparable companies/projects.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Stockholders Agreement | The GTCR Investors and Warburg Pincus Investors are party to a Stockholders Agreement with Sotera Health Co. and other holders. This agreement sets forth certain governance arrangements, transfer restrictions on other investors, and indemnification matters. | 2020-11-19 | The agreement dictates how GTCR and Warburg Pincus will vote their shares on matters related to the election of certain directors, indicating coordinated influence over board composition. |
Related Party Transactions
- The Stockholders Agreement between Sotera Health Co., Warburg Pincus Sponsors, GTCR XI Funds, and other investors establishes governance arrangements and voting agreements, which can be considered a related party arrangement influencing corporate control.
Stakeholder Impact
- Shareholders: The significant combined stake (25.7%) held by GTCR and Warburg Pincus, coupled with their voting agreement, indicates a concentrated ownership structure with potential influence over major corporate decisions and director elections.
- Management: The coordinated voting power of these large institutional investors could influence strategic direction and management accountability.
Key Dates
| Date | Description |
|---|---|
| 2020-11-19 | Date the Stockholders Agreement was entered into between the Issuer, Warburg Pincus Sponsors, GTCR XI Funds, and other investors. |
| 2022-02-11 | Date of the Agreement of Joint Filing by GTCR entities, incorporated by reference to Amendment No. 1 to Schedule 13G. |
| 2025-10-28 | Date as of which 284,093,929 shares of Common Stock were outstanding, used for percentage calculation. |
| 2025-11-07 | Date of the Issuer's final prospectus supplement filing (Rule 424(b)(7)) reporting outstanding shares. |
| 2025-11-10 | Date of the event which requires the filing of this Schedule 13G Amendment No. 4. |
| 2025-11-12 | Date of Warburg Pincus Sponsors' Form 4 filing reporting their beneficial ownership. |
| 2025-11-12 | Date of signature for the Schedule 13G Amendment No. 4 by GTCR Reporting Persons. |
Keywords
Sotera Health, GTCR, Warburg Pincus, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investor, Stockholders Agreement, Equity Stake
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